Passco DSTs, From Their Own Filings: 103 Form D Offerings, a Sales Load Cut From 9.5% to 7.65%, and the Sponsor's Own Track-Record Table

Who Passco is, and what we counted

Passco Companies, LLC is an Irvine, California sponsor of multifamily real estate. Its December 2025 memorandum says it was formed in 2005 (its predecessor, Passco Real Estate Enterprises, in 1998) and has been involved in 127 programs that raised about $3.66 billion from about 10,930 investors and bought 131 properties for about $7.7 billion. Its January 2021 memorandum (data to December 31, 2020) gave 96 programs, $2.2 billion and about 7,000 investors, so the sponsor reports about $1.46 billion raised in 31 new programs since then (our arithmetic). The DSTs are named “Passco [property name] DST”, and each is a separate private offering to accredited investors, mostly people completing a 1031 exchange.

We found the DSTs the way the SEC lists them: every EDGAR entity with "Passco" in its name that filed a Form D or D/A, cross-checked against the SEC's quarterly Form D data sets for 2012 and for 2014 to the first quarter of 2026. That gives 103 DSTs and 142 filings; for each we kept the latest. A DST sold under a different name would be missing, and the one drug-store DST in Passco's track record (PC Master Fund I) did not turn up, so treat 103 as "at least". Passco also files Form Ds for LLC programs that are not DSTs; we keep those apart.

The load, 2009 to 2026: 9.5% down to 7.65%

Source: each DST's latest Form D or D/A on EDGAR (accessions in the dataset). Commission % = Item 12 sales commissions ÷ total offering amount (our arithmetic).

The cut came between January 15, 2025 (Passco Encore DST, 8.75%) and March 19, 2025 (Passco Merrimack DST, 7.65%). The memoranda say what sits inside the percentage: for Riverside, a 5.0% selling commission, a 1.0% marketing allowance, a 0.5% due diligence allowance and a 1.15% placement fee, which “will not exceed 7.65% of the Total Sales”. All of it is paid to Passco Capital, Inc., which reallows the commission and part of the allowances to the brokers that sell the interests. On a $1,000,000 exchange that is about $76,500 at 7.65%, against $87,500 at the old 8.75% (our arithmetic).

Against the rest of the market, using our own earlier analyses (not a source for these figures): our DST fee analysis found a median selling commission of 7.00% across the 90 readable DST Form Ds of 2026, with ExchangeRight and Cantor Fitzgerald at 5.00%, Capital Square at 8.5% (8.4% on its 2026 deals) and Inland Private Capital at a median 6.0%. At 7.65%, Passco is 0.65 points above that 2026 median (our arithmetic), and well below its own 8.75% of 2016-2025. Passco's minimum is still $25,000; our DST market page puts the median DST minimum at $100,000 in 2025 and 2026.

What "payments to related persons" means in a Passco filing

On Form D, Item 16 asks how much of the gross proceeds is used for payments to the issuer's executive officers, directors or promoters. For Passco the median is 15.2% of the offering (11.7% to 29.7%; the 2009 Promenade Crossing filing, which lists 100%, is excluded). Our earlier DST fee analysis warned that for Passco you cannot simply add Item 12 and Item 16, and the Parker DST's clarification shows why. The memoranda we read explain the rest.

Both memoranda define the number the same way. Riverside's says: “The total increase in the purchase price to the Holders (based on the Maximum Offering Amount) will be $7,487,462.” That is the Form D's Item 16 figure to the dollar. It is also the gap between what investors pay and what the depositor, a Passco affiliate, put in: the trust redeems the depositor's Class B interests for $48,900,000, against $41,412,538 the depositor contributed. The same arithmetic works on Mill at New Holland: $38,775,000 less $32,027,343 is $6,747,657, the Form D figure (our arithmetic). So Item 16 is the markup, and the selling commission is inside it.

Sources: Passco Mill at New Holland DST and Passco Riverside DST private placement memoranda, each ties to its Form D (accessions 0001841634-21-000001 and 0002095952-25-000001). Percentages are of the equity offering, our arithmetic; the lines add to the total in each column.

Three things follow. First, the all-in markup fell from 17.4% to 15.3% of equity (our arithmetic), more than the 1.1-point commission cut, because the depositor's estimated retained amount fell from 4.9% to 0.6% while closing, carrying and loan costs rose. The loan cost includes a $816,020 interest-rate buydown that lowers the trust's interest, so not all of it is sponsor income. Second, the depositor's retained amount shrank from $1,912,500 to $300,000, while the Riverside memorandum adds something the Mill memorandum does not mention: the purchase price was “grossed up” from a $76,650,000 net price to $78,566,250 because the seller owed a $1,916,250 advisory fee to Passco Management Services, LP, an affiliate of the depositor. That is 2.5% of the net price and equal to 3.9% of the equity offering (our arithmetic). The Form D does not show it; the memorandum itself flags it as a conflict. Third, the Form D clarification field changed over time. In 2019 Passco Parker DST wrote “Passco Parker Depositor, LLC was responsible for paying certain fees and costs of approximately $7,509,075” against an Item 16 of $8,289,075. On the eight filings where the depositor-paid figure equals Item 16 to the dollar (Wolfchase and Stonegate in 2012; Riverside, Prism, Vero Beach, Preston Ridge, Toscana and Allure in 2025-2026), nothing is left over for the depositor to keep on paper.

Passco's own scorecard: 47 completed DSTs and the ones that paid less

The December 2025 memorandum carries the sponsor's prior-performance tables as of September 30, 2025 (completed programs) and December 31, 2024 (operating programs). They are the sponsor's own numbers, prepared by the sponsor (we found no independent audit of them), and the only track record of this kind we found for Passco, so they are worth reading in full. The "average annualized rate of return" it reports is total return after return of the initial investment, divided by years held and by the initial investment: a simple average, not an IRR.

Completed DSTs. Passco lists 47 DSTs sold between July 2016 and September 2025. Every one shows a positive return and a gross sale price above the purchase price: median 10.7% a year, from 3.15% (Ivy, Orlando, sold May 2021) to 21.2% (Estates at Crossroads, sold June 2021); four are below 5% (Ivy, Point at Tamaya 4.42%, Shelby 4.70%, Wakefield Glen 4.98%); the average hold was 5.6 years (our arithmetic). Nineteen of the 47 were sold in 2021 and 2022, and the newest property in the completed table was bought in October 2019, so the table says little about what a DST bought since then will return.

Operating DSTs. The same memorandum lists 49 operating DSTs as of December 31, 2024. For the 47 with a full 2024 figure, 20 paid less than the projection in the original memorandum (our arithmetic); the equity-weighted average actual was 4.05% against 4.40% projected. Eight paid less than 3%:

Source: Passco Riverside DST memorandum, "current operating programs" table as of December 31, 2024. The sponsor's footnote says actual rates may include a distribution of reserves. The table does not show property values, so a low payout does not tell you whether the eventual sale will lose money.

Five of the eight are older DSTs (5.1 to 7.2 years held at the end of 2024); Cadence, Collins and Sea Sound are 2021-2022 vintages (2.1 to 3.6 years), closer to the vintages being sold now. Passco Tribute DST's Form D (March 30, 2020) reports $47,650,000 sold to 134 investors; the sponsor's table shows those holders a 0.00% average distribution rate for 2024.

Where Passco investors were not made whole

The DST structure is not the whole Passco record, and the memorandum separates them. It lists 13 completed older programs under “adverse results”, all tenant-in-common, fund or private-investor deals bought between 2003 and 2008, among them Wenatchee Valley Mall, Mission Ridge, Village at Orange and Pinnacle Village, which was foreclosed upon on July 19, 2018 with investors receiving about 35% of their original capital. Its development funds include Passco Waikoloa, LLC (about $16 million from 160 investors, foreclosed: “the investors lost their entire investment”) and Passco Development Fund I.

More recent are two LLC programs that raised money in 2018-2020 for active-adult apartment developments. Their Form Ds (not DSTs) show Passco Germantown, LLC: $15,800,000 sold to 245 investors and Passco Palm Desert, LLC: $25,825,000 sold to 395 investors, each with an 8.75% commission and Passco Capital, Inc. listed as a seller. The memorandum reports the Palm Desert property sold on December 30, 2024 and Germantown on June 26, 2025, and for Germantown states: “Investors in this project were not returned any of their original equity investment upon the sale.” It says the same of Palm Desert. That is $41.6 million and 640 investors across the two (our sum). Neither is a DST, but both went through the same broker-dealer, so ask any Passco representative which kind of vehicle you are being offered.

Passco Capital: the broker-dealer that sells, and where the money isn't

Passco Capital, Inc. is a FINRA broker-dealer (CRD 117323) and an affiliate of the trust manager; the memoranda call it the “Managing Broker-Dealer”. It is listed on 98 of 103 DST Form Ds (the exceptions are five offerings first filed in 2019 and 2020). FINRA's BrokerCheck shows no disclosures for the firm as of October 8, 2026. Its audited 2025 report (Form X-17A-5, filed March 9, 2026, auditor's opinion unqualified) shows revenue of $18,894,730: sales commissions $12,130,752, due diligence fees $1,274,379, lead underwriter (placement) fees $2,940,293 and marketing allowances $2,549,306. After $18,825,368 of expenses, mostly commissions paid out, net income was $65,447. The related-party note says the $12,130,752 of commissions came from Passco Companies and its affiliates.

Two readings follow. The broker-dealer looks like a pass-through, not where Passco profits. And the revenue is a better measure of 2025 sales than the Form D: the 1.0% marketing allowance of $2,549,306 implies about $255 million of interests sold in 2025 (our arithmetic, assuming the full 1.0% on every sale), against $118.5 million in the three 2025-vintage Form Ds that report sales (Prism, Vero Beach, Riverside).

The Form D understates what Passco sold

Source: latest Form D or D/A of each of the 103 DSTs; counts are our arithmetic.

Passco amended its Form Ds as offerings closed through 2020 (the 25 fully sold DSTs average about $349,000 per investor, our arithmetic), then mostly stopped. The 2025 memorandum lists 45 DSTs as operating for a year or more. For 30 of them the latest Form D shows less than the full offering sold, and for 23 it shows nothing sold: Passco Watervue DST's only Form D (October 25, 2017) says no sale has occurred, while the memorandum shows it held for 7.2 years, with a 3.66% average distribution since inception. Do not use a Passco Form D to learn how much a DST raised or how many investors hold it. Ask the sponsor, and for open offerings, ask how much of the offering is left.

One Riverwalk: the "largest apartment acquisition", from three documents

Passco's press release of November 28, 2023 is headed “PASSCO CLOSES ON LARGEST APARTMENT ACQUISITION IN PASSCO HISTORY”: One Riverwalk, a 303-unit Knoxville community built in 2019, bought for $120.7 million in joint venture with Greystone, assuming a $64.29 million Freddie Mac loan at a fixed 3.12%. The DST that financed the equity is Passco One Riverwalk DST (Form D, November 14, 2023: $74,700,000 offered, $916,001 sold to 3 investors, never amended). Three details:

• The capitalization is above the price. The memorandum's table shows a "syndicated purchase price" of $138,990,000, which equals the $74.7 million equity raise plus the $64.29 million loan. Against the $120.7 million price, the difference is $18.29 million, 13.2% of the capitalization (our arithmetic); it would cover reserves, closing costs and the load, but neither the release nor the table itemizes it.
• The Form D shows a sales commission of $2,699,375 (3.61%). That is the exact dollar amount on Passco Springhouse DST's Form D, where it is 8.75% of $30,850,000. At 8.75%, One Riverwalk's would be $6,536,250. It looks like a carried-over figure; nothing in the filing explains it.
• Its 2024 payout equalled the projection: 4.10% projected and 4.10% actual, with 3.80% a year since inception against 4.10% projected.

CoStar also covered the deal; we did not read its article (it is behind a paywall) and used Passco's release for the price.

Courts and regulators

We found one court opinion: Grand Acquisition, LLC v. Passco Indian Springs DST, Delaware Court of Chancery, C.A. No. 12003-VCMR, August 26, 2016. A company holding 0.185874% of the trust's Class A interests asked for the list of the trust's owners and their holdings; the trust refused. The court wrote: “I grant the beneficial owner's motion for summary judgment and deny the trust's motion for summary judgment.” It matters to you because it shows that a holder in a Passco DST can be entitled, under the trust agreement, to the list of the other owners; check your own agreement. The memoranda also state that no legal actions are pending against the trust that would have a material effect, which is a statement about each trust, not about Passco. We did not find an SEC order against Passco in our searches and FINRA shows no disclosures for Passco Capital; we did not complete a federal docket search, so this is not proof that none exists.

Before you put a 1031 exchange into a Passco DST

• Ask for the memorandum's use-of-proceeds table and read the "increase in purchase price" line. For Riverside it is $7,487,462 on $48,900,000, or about $153,100 on a $1,000,000 exchange (our arithmetic), of which the 7.65% commission is about $76,500.
• Ask what the seller is paying to Passco affiliates. On Riverside it was a $1,916,250 advisory fee, and the purchase price was increased by it.
• Ask for the sponsor's prior-performance table with 2025 figures, and look at DSTs of the vintage you are buying, not the older DSTs (bought 2010-2019) that produced the 10.7% median.
• Know the exit terms. The Riverside memorandum states the trust may not refinance its $40,801,000 KeyBank loan (maturity December 1, 2035), targets distributions of 4.35% rising to 4.89%, and gives the trust manager an option, from two years after the offering ends, to buy the interests for cash or units in an affiliated entity at a value set by appraisers the trust manager appoints (the “FMV Option”). It also states: “The Delaware statutes that govern statutory trusts do not impose any fiduciary duty on the trustees, managers or owners of statutory trusts.” See what a DST-to-REIT 721 roll does to your exit.
• Watch the clock. A 1031 exchange has 45 days to identify and 180 to close (rules, year-end timeline); the amendments show Prism and Vero Beach at 100% sold about seven and six months after their first sales, so an open offering can close before your deadline. Open on the latest Form Ds: Passco Toscana DST ($546,807 of $77,400,000 sold to 12 investors on May 28, 2026, Rule 506(b)) and Passco Allure DST ($58,575,000, filed May 20, 2026, no sale reported); Preston Ridge and Riverside have not filed an update.

FAQ

All figures are from SEC Form D and Form D/A filings read on EDGAR on October 8, 2026 (103 DSTs, 142 filings, plus the Germantown and Palm Desert LLC programs; Passco's other non-DST Form D filers, such as its income and development funds and a 2009 REIT, were not read, and an unrelated "Halle PassCo Holdings" fund was excluded), the Passco Mill at New Holland DST memorandum dated January 20, 2021 and the Passco Riverside DST memorandum dated December 15, 2025 (both published by third-party 1031 sites, not filed with the SEC; read the originals from your broker), Passco Capital's Form X-17A-5 (accession 0001146201-26-000003; its financial pages are scans and were transcribed by hand), Passco's November 28, 2023 press release, the Delaware Court of Chancery opinion of August 26, 2016, and FINRA BrokerCheck. Percentages, medians, sums and groupings are our arithmetic; comparisons with other sponsors rely on our own earlier pages. This is analysis of public documents, not investment, legal or tax advice.